What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-08-15 · 124 added, 104 removed, 538 unchanged (30% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 30, 2023

December 31, 2022

Current assets:

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Stockholders’ equity

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Series A Convertible Preferred stock;

$ 0.001 par value, 9,000,000 shares authorized, no shares issued and outstanding at June 30, 2023 and December 31, 2022

$ 0.001 par value, 9,000,000 shares authorized, no shares issued and outstanding at September 30, 2023 and December 31, 2022

Preferred stock, value

Common stock:

$ 0.001 par value, 1,000,000,000 shares authorized, 476,181,187 and 515,505,770 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

$ 0.001 par value, 1,000,000,000 shares authorized, 477,173,794 and 515,505,770 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

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CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months ended

June 30, 2023

For the Three Months ended

June 30, 2022

For the Six Months ended

June 30, 2023

For the Six Months ended

June 30, 2022

For the Three

September 30, 2023

For the Three

September 30, 2022

September 30, 2023

September 30, 2022

Equipment Sales

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CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30,

NINE MONTHS ENDED SEPTEMBER 30,

Cash flows from operating activities:

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Supplementary disclosure of non-cash operating activities:

Common Stock issued for legal services – 933,796 Common Shares

Common Stock issued for services – 1,259,106 Common Shares

Supplementary disclosure of non-cash financing activities:

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY

of June 30, 2023

of September 30, 2023

Preferred Stock

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$ ( 1,096,594 )

Beginning balance, value

$ ( 1,096,594 )

Stock Compensation

2 unchanged sentences

Sale of Common Stock

Stock for Legal Services

Balances, June 30, 2023 (Unaudited)

Stock issued for services

Balances, September 30, 2023 (Unaudited)

$ ( 1,686,535 )

dividends were paid for the six months ended June 30, 2023 and 2022.

dividends were paid for the nine months ended September 30, 2023 and 2022.

accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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to discontinue our efforts to commercialize this technology.

is also seeking to expand its business to include the establishment of an energy storage system (ESS) sales division and a renewable

energy consulting division to provide knowledge-based online content in the green energy sector.

Company acquired Bitech Mining on March 31, 2022 (the “Closing Date”) through a share exchange pursuant to a Share Exchange

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opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position with

respect to the interim condensed consolidated financial statements and the results of its operations for the interim period ended June

respect to the interim condensed consolidated financial statements and the results of its operations for the interim period ended September

30, 2023, have been included.

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Substantially

all of the Company’s revenue is derived from leasing equipment.

The Company considers a signed lease agreement to be a contract

with a customer.

Contracts with customers are considered to be short-term when the time between signed agreements and satisfaction of

the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term.

Company recognizes revenue when services are provided to customers in an amount that reflects the consideration to which the Company

expects to be entitled in exchange for those services.

The Company typically satisfies its performance obligations in contracts with

customers upon delivery of the services.

The Company does not have any contract assets since the Company has an unconditional right to

consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event.

Generally, payment is due from customers immediately at the invoice date, and the contracts do not have significant financing components

nor variable consideration.

all of the Company’s historical revenues was derived from leasing equipment.

The Company considers a signed lease agreement to

be a contract with a customer.

Contracts with customers are considered to be short-term when the time between signed agreements and

satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts

are short-term.

The Company recognizes revenue when services are provided to customers in an amount that reflects the consideration

to which the Company expects to be entitled in exchange for those services.

The Company typically satisfies its performance

obligations in contracts with customers upon delivery of the services.

The Company does not have any contract assets since the

Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from

customers is not contingent on a future event.

Generally, payment is due from customers immediately at the invoice date, and the

contracts do not have significant financing components nor variable consideration.

There are no returns and there is no allowances.

All of the Company’s contracts have a single performance

obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit.

All estimates

are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s

best judgment at the time the estimate is made.

All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is

stated in the contract, usually as a price per unit.

All estimates are based on the Company’s historical experience, complete

satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made.

TECHNOLOGIES CORPORATION

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to fully realize amounts billed for services.

We have no accounts receivable to warrant any allowance at June 30, 2023 or December 31,

We have no accounts receivable to warrant any allowance at September 30, 2023 or December

TECHNOLOGIES CORPORATION

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fair-value of stock-based awards.

During the six months ended June 30, 2023 and 2022, we recognized $ 102,600 and $ 0 , respectively as

compensation expense during those periods.

During the nine months ended September 30, 2023 and 2022, we recognized $ 102,600 and $ 0 , respectively

as compensation expense during those periods.

account for income taxes in accordance with the liability method.

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and diluted net loss per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods

During the six months ended June 30, 2023 and 2022, common stock equivalents from outstanding stock options and warrants have

been excluded from the calculation of the diluted loss per share in the consolidated statements of operations, because all such securities

were anti-dilutive.

The net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding

during the periods.

During the nine months ended September 30, 2023 and 2022, common stock equivalents from outstanding stock options and warrants

have been excluded from the calculation of the diluted loss per share in the consolidated statements of operations, because all such

securities were anti-dilutive.

The net loss per share is calculated by dividing the net loss by the weighted average number of shares

outstanding during the periods.

Accounting Pronouncements Not Yet Adopted

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STOCKHOLDERS’ EQUITY

total number of authorized shares of our common stock was 1,000,000,000 shares at June 30, 2023.

total number of authorized shares of our common stock was 1,000,000,000 shares at September 30, 2023.

January 19, 2021, our stockholders approved the filing of an amendment to our certificate of incorporation authorizing 10,000,000 shares

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(“SuperGreen,” together with C.

Cao Parties”), the Company canceled 51,507,749 shares of its Common

Cao Parties”), the Company cancelled 51,507,749 shares of its Common

Stock effective February 20, 2023 (the “Cancelled Shares”).

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The License Agreement was terminated effective February 20, 2023 as well.

of March 31, 2023, the Company agreed to issue 528,104

shares of its Common Stock to its legal counsel as partial payment for legal services.

The shares were valued at $ 15,844

(equal to the fair market value of the common stock as of March 31, 2023) and were issued during the three months ended June 30, 2023.

also issued its Common Stock to its legal counsel as partial payment for legal services.

The Company issued 146,075 and 259,617 shares

valued at $ 4,382 and $ 7,789 , respectively during May and June 2023.

April, May and June , 2023, the Company sold 11,250,000 unregistered shares of its Common Stock

to six private investors in exchange for $ 225,000 ($ 0.02 per share).

Company issued 1,259,106 unregistered shares of its Common Stock valued at $101,963 during the nine months ended September 30, 2023 as

payment for services provided to the Company.

April, May and June, 2023, the Company sold 11,250,000 unregistered shares of its Common Stock to six private investors in exchange for

$ 225,000 ($ 0.02 per share).

During August 2023 the Company sold 666,667 unregistered shares of its Common Stock to one private investor

for $ 20,000 ($ 0.03 per share)

ACQUISITION OF BITECH MINING

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management discussion and analysis (“MD&A”) of the financial condition and results of operations of Bitech Technologies

Corporation (the “Company,” “Bitech Technologies,” “our” or “we”) is for the six months

ended June 30, 2023 and 2022.

It is supplemental to, and should be read in conjunction with, our condensed consolidated financial statements

for the six months ended June 30, 2023 and 2022 and the accompanying notes for such period included in our Current Report on Form 8-K

filed with the Securities and Exchange Commission, or SEC, on April 4, 2022.

Our financial statements are prepared in accordance with

accounting principles generally accepted in the United States of America (“GAAP”).

Financial information presented in this

MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.

Corporation (the “Company,” “Bitech Technologies,” “our” or “we”) is for the nine months

ended September 30, 2023 and 2022.

It is supplemental to, and should be read in conjunction with, our condensed consolidated financial

statements for the nine months ended September 30, 2023 and 2022 and the accompanying notes for such period included in our Current Report

on Form 8-K filed with the Securities and Exchange Commission, or SEC, on April 4, 2022.

Our financial statements are prepared in accordance

with accounting principles generally accepted in the United States of America (“GAAP”).

Financial information presented in

this MD&A is presented in United States dollars (“$” or “US$”), unless otherwise indicated.

information about us provided in this MD&A, including information incorporated by reference, may contain “forward-looking statements”

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ESS sales division will be headed by Charles Rosenberry, the Company’s Vice President of Sales.

Rosenberry plans to build a unified

technical salesforce and forge strategic partnerships across multiple states in the United States in order to enable us to deliver technologically

advanced energy storage products, flexible payment terms, and customized solutions to a wide range of customers, including retail and

home sales, EV charging providers, home builders, residential EPCs, renewable utilities, data centers, telecom, mobility, and heavy energy

demand consumers.

Rosenberry plans to build a

unified technical salesforce and forge strategic partnerships across multiple states in the United States in order to enable us to deliver

technologically advanced energy storage products, flexible payment terms, and customized solutions to a wide range of customers, including

retail and home sales, EV charging providers, home builders, residential EPCs, renewable utilities, data centers, telecom, mobility,

and heavy energy demand consumers.

Renewable Energy Consulting

The Company established a Renewable Energy

Consulting Division empowered by artificial intelligence (AI) and Web3 social media technologies.

The strategic addition of this division

is expected to strengthen the Company’s position as new player in providing knowledge-based online content in the green energy

This initiative is expected to serve as a strategic base to generate revenue via a suite of AI tools to connect with online industry

leaders and visionary companies in the same sector.

The application of AI in green energy-related content production, evaluation, and

data processing, driven by user behavior, is designed to create vital connections within online communities, enhance content marketing,

augment its quality, and offers the Company opportunities for sustainable revenue generation.

Further, the Company has started to apply

a suite of AI and Web3 social media technologies which can be used to engage viewers on social media platforms like YouTube, TikTok and

Meta in advocating the Company’s environmental, social and governance strategy.

Nonprovisional Patent Application

In furtherance of the Company’s efforts to expand and commercialize green energy technology solutions it seeks

to incorporate into revenue generating applications in 2024, it filed a nonprovisional patent with the U.S.

Patent and Trademark Office

(Application No.

18/484,748) on October 11, 2023.

The provisional patent relates to the field of renewable energy, healthcare, and information

Specifically, it pertains to an integrated system that employs Artificial Intelligence (AI), Virtual Reality (VR), Robotics,

and Blockchain (Web3 & NFT) to optimize the operation of healthcare facilities using renewable energy and community-centric care delivery

of Bitech Mining Corporation

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On June 30, 2022, we sold the assets related to the QVH Business.

of the three and six month period ended June 30, 2023 with the three and six month period ended June 30, 2022.

Company has not generated any revenues from its primary business for the three and six months ended June 30, 2023 and $26,197 from

legacy QVH Business for the three and six months ended June 30, 2022.

the three and six months ended June 30, 2023, we incurred $222,429 and $461,507 of general and administrative expenses,

respectively, compared to $337,688 and $566,749 for the same periods in 2022.

General and administrative expenses have been mostly

consistent during 2023 compared to 2022 as the Company moves from development stage to revenue generation.

a result of the foregoing, we had net loss of (222,429) and ($454,507) for the three and six months ended June 30, 2023,

respectively, compared to a net loss of (261,116) and ($490,277) which included an offset of $26,197 Other Revenue and $50,275 Net Other Income

for the three and six months ended June 30, 2022, respectively.

of the three and nine month period ended September 30, 2023 with the three and nine month period ended September 30, 2022.

Company has not generated any revenues from its primary business for the three and nine months ended September 30, 2023 and $26,197 from

its legacy QVH Business for the nine months ended September 30, 2022.

the three and nine months ended September 30, 2023, we incurred $135,434 and $596,941 of general and administrative expenses, respectively,

compared to $240,205 and $806,955 for the same periods in 2022.

General and administrative expenses have been mostly consistent during

2023 compared to 2022 as the Company seeks to move from development stage to revenue generation.

a result of the foregoing, we had net loss of (135,434) and ($589,941) for the three and nine months ended September 30, 2023,

respectively, compared to a net loss of ($240,205) and ($730,483) which included an offset of $26,197 for Other Revenue and $50,275

Net Other Income for the nine months ended September 30, 2022, respectively.

calculation of Working Capital provides additional information and is not defined under GAAP.

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and Capital Resources

of June 30, 2023 and December 31, 2022, we had total current liabilities of $2,379 and $11,397, respectively, and current assets of $162,046

and $210,723, respectively, to meet our current obligations.

As of June 30, 2023, we had working capital of $159,667, a decrease of working

capital of $39,659 as compared to December 31, 2022, driven primarily by cash used in operations but offset by $225,000 of cash provided

by sale of common stock.

the six months ended June 30, 2023, cash used in operations was ($271,677) which primarily included the net loss of ($454,507) primarily

offset by $102,600 of non-cash option valuation recorded as stock compensation and legal fees paid with common stock of $87,248.

cash provided by financing activities was $225,000 what was a result of our sale of 11,250,000 unregistered shares of our Common Stock

to six private investors in exchange for $225,000 ($0.02 per share) in cash.

of September 30, 2023 and December 31, 2022, we had total current liabilities of $17,080 and $11,397, respectively, and current assets

of $76,028 and $210,723, respectively, to meet our current obligations.

As of September 30, 2023, we had working capital of $58,948,

a decrease of working capital of $140,378 as compared to December 31, 2022, driven primarily by cash used in operations but offset by

$245,000 of cash provided by sale of common stock.

the nine months ended September 30, 2023, cash used in operations was ($271,677) which primarily included the net loss of ($454,507)

primarily offset by $102,600 of non-cash option valuation recorded as stock compensation and services paid with common stock of $87,248.

cash provided by financing activities was an aggregate of $245,000 that was a result of our sale of 11,250,000 unregistered shares

of our Common Stock to six private investors in exchange for $225,000 ($0.02 per share) in cash and 666,667 unregistered shares of

our Common Stock to one private investor for $20,000 ($0.03 per share) in cash.

have a history of operating losses.

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our operations primarily from equity financing.

As of June 30, 2023, cash generated from financing activities was not sufficient to fund

our growth strategy in the short-term or long-term.

The primary need for liquidity is to fund working capital requirements of the business,

including operational expenses in connection with our efforts to become a provider of a suite of

green energy solutions.

As of September 30, 2023, cash generated from financing activities was not sufficient

to fund our growth strategy in the short-term or long-term.

The primary need for liquidity is to fund working capital requirements of

the business, including operational expenses in connection with our efforts to become a provider

of a suite of green energy solutions.

The primary source of liquidity has primarily been private financing transactions.

The ability to fund

operations and our growth strategy

depends on our ability to raise funds from debt and/or equity financing which is subject to prevailing economic conditions and financial,

business and other factors, some of which are beyond our control.

There can be no assurance that additional financing will be available

to us when needed or, if available, that it can be obtained on commercially reasonable terms.

to fund operations and our growth strategy depends on our ability to raise funds from debt and/or equity financing which is subject to

prevailing economic conditions and financial, business and other factors, some of which are beyond our control.

There can be no assurance

that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms.

May 8, 2023, we announced that we received a Letter of Intent (LOI) from Nam Viet to provide up to $300 million in financing for

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While we believe that we

will be able to secure funding for future projects from Nam Viet pursuant to the LOI, there can be no assurance that Nam Viet

will provide such additional financing to us when needed or, if available, that it can be obtained on commercially reasonable terms.

will be able to secure funding for future projects from Nam Viet and its capital partners pursuant to the LOI, we have not received

any funds pursuant to the LOI as of the date of this report and there can be no assurance that Nam Viet and its capital partners

will provide financing to us when needed or, if available, that it can be obtained on commercially reasonable terms.

Sheet Arrangements

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in or Adoption of Accounting Practices

were no material changes in or adoption of new accounting practices during the six months ended June 30, 2023.

were no material changes in or adoption of new accounting practices during the nine months ended September 30, 2023.

Accounting Policies

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements